SecProbe.io

March 29, 2012
 Via E-mail

Mr. Luis Asdruval Gonzalez R odriguez, Chief Executive Officer, President and Director
Recursos Montana S.A. 1st Street, #3, Cerros del Atlantico Puerto Plata, Dominican Republic
Re: Recursos Montana S.A.
Registration Statement on Form S-1 Filed March 2, 2012
  File No. 333-179886

Dear Mr. Rodriquez:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Form S-1, filed March 2, 2012

 Calculation of Registration Fee

1. Your disclosure throughout the prospectus i ndicates that your private placement occurred
on September 29, 2010.  However, footnote one to the table states that the private
placement occurred on September 29, 2011.  Revise where necessary to reconcile the inconsistency.
 Prospectus Summary, page 1

2. Revise to disclose the termin ation date of the offering.

3. We note your statement that Mr. Rodriquez a nd Mr. Kunhardt are acting as underwriters.
Please revise to indicate that Mr. Rodr iquez and Mr. Kunhardt are underwriters
throughout your prospectus.

Luis Asdruval Gonzalez Rodriguez Recursos Montana S.A. March 29, 2012 Page 2

Risk Factors, page 2

Risk Related to Our Business, page 2

4. We note your statement in the first risk factor that your a uditor has expressed
substantial doubt as to your ability to continue as a going concern which is not
consistent with the audit report presented on page 17.  Please reconcile this apparent
inconsistency.

5. We note that your only mineral pr operty is located in Fiji.  Consider adding risk factors
that address doing business internationally.
6. We note that you have not earned any revenues to  date.  Revise to add a risk factor(s)
addressing such risks associat ed with your business stage.

7. Please add a risk factor disc ussing the risks involved with becoming a reporting company
with the Securities and Exchange Commission.
 Business, page 7

8. Please clarify your stage of operations.  In this regard, we note in several locations
throughout the prospectus that you are an expl oration stage company, see, for example,
pages one and seven, and in other locations, you represent that you ar e a pre-exploration
stage company, see, for example, pages two, seven and eight.  Please revise to reconcile to clarify your presen t stage of operations.
 Compliance with Government al Regulations, page 7

9. Revise your disclosure to disc uss in greater detail the govern ment regulations associated
with your business as required by Items 101(h )(4)(ix) and (xi) of Regulation S-K.  For
instance, you state that the MRD is responsib le for mining regulations in Fiji, including
licenses, permits and leases, but do not addr ess whether you have, or need, any licenses,
permits or leases for exploration or at what time you will need them. Finally, address where you are in the process of obtaining them.
10. In addition, please address when you plan to ap ply to the EMA for a prospecting license.
In this regard, we note your disclosure th at you will need an environmental impact
assessment (EIA) and environmental management  plan (EMP) to apply for a prospecting
license but that “any new mining project , including exploration, requires an
environmental impact assessment.”  Since you state that you are an  exploration stage
company, it appears to us that you should alread y have undertaken an EIA with an EMP.
Please clarify the status of the comp any’s application with the EMA.

Luis Asdruval Gonzalez Rodriguez Recursos Montana S.A. March 29, 2012 Page 3

 Employees, page 8

11. Please clarify whether your executive offi cers and directors are full or part-time
employees.  See Item 101(h)(4)(xii) of Regula tion S-K.  In addition, please quantify the
number of hours each works for the company per week.

12. We note that you “conduct [y]our business largel y through consultants.”  Please revise to
discuss your relationship with consultants in gr eater detail.  For inst ance, please address
how many consultants you have, what role each  has and whether you have written or oral
agreements with any or all consultant s.  We may have further comment.
 Properties, page 8

13. Please revise to provide the disclosure re quired by Item 102 of Regulation S-K for your
Dominican Republic office, currently the re sidence of your CEO.  In your discussion,
address the adequacy and suitability of such property for your business.
 Conclusions and Recommendations, page 12

14. We note that Mr. McAdams recommends a “t wo-phased exploration program” and your
general description of the program.  Please re vise to discuss the two phases, separately,
and in greater detail.   Include in your disc ussion the activities involved in each phase, the
costs associated with each phase and whether you plan to hire employees or consultants,
and approximately how many, in order to complete each phase.  Also, to the extent possible, address the durati on of each exploration phase.
 Audited Annual Financial Statements

Unaudited Interim Financial Statements
 General

15. Please provide a currently dated consent from your independent accountant for
amendments over 30 days and note the upda ting requirements of Article 8-08 of
Regulation S-X.
 Management’s Discussion of Financial C ondition and Results of Operation, page 34

16. Please revise to address in more detail your discussion of the activities in each phase of
the company’s operations, the estimated co sts of each phase and the estimated time
periods required for each phase.

Luis Asdruval Gonzalez Rodriguez Recursos Montana S.A. March 29, 2012 Page 4

 Results of Operations, page 34

17. Please revise to clarify the component(s ) of the “professional fees” for which you
allocated $2,500.
 Directors and Executive Officers, page 35

18. Revise to provide complete Regulation S-K Item 401(e) disclosure for Mr. Kunhardt.
This includes the last five years of busi ness experience, including beginning and end
employment dates and business names/industries.   In this regard, we note that current
disclosure generally states Mr. Kunhardt  is “an entrepreneur owning a number of
business[es] in the Dominican Republic.”

19. Please revise to briefly describe the specific experience, qualifications, attributes or skills
that led to the conclusion th at the person should serve as a director as required by Item
401(e)(1) of Regulation S-K.
 Significant Employees, page 35

20. We note that you have a verbal agreement w ith Mr. McAdams, your geologist.  Please
provide a written description of the oral agreement with Mr. McAdams. See Question
146.04 of the Regulation S-K Compliance and Di sclosure Interpretations available at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm .
 Executive Compensation, page 36

21. Please revise your statement to clarify that  no compensation was aw arded to, earned by,
or paid to the named executive officers.
 Exhibits

22. Please revise the legality opi nion to clarify that the opini on opines upon the laws of the
State of Nevada.

23. Exhibits 10.1, 23.3 and 99.1 are filed in imprope r electronic format.  Please note that
while you may file electronic documents as an  image as an unofficial copy, you must still
file your exhibits with an accep table electronic format.  Please file your exhibits properly
with your next amendment.  Refer to Rule  102(a) of Regulation S-T and Section 2.1 of
Volume II of the EDGAR Filer Manual.

Luis Asdruval Gonzalez Rodriguez Recursos Montana S.A. March 29, 2012 Page 5

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Raj Rajan at (202) 551-3388 or Brian Bh andari at (202) 551-3390 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin Wilson at (202) 551-6047 or David Link at (202) 551-3356 with any other
questions.
Sincerely,
   /s/ David Link for    John Reynolds
Assistant Director